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STOCK PURCHASE AGREEMENT
 THIS STOCK PURCHASE AGREEMENT 26th
 RECITALS:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 ARTICLE 1  SALE OF STOCK




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ARTICLE 2  PURCHASE PRICE
 Purchase Price
 Payment of Purchase Price
   Prorations and Adjustments
 ARTICLE 3  CLOSING
 Closing with respect to the Initial Shares
 2




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Closing with respect to the Closing Shares
 3




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ARTICLE 4  GOVERNMENTAL CONSENTS
 Consents
 FCC
 General
 License Renewal
 ARTICLE 5  REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY
  4




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Organization, Authority and Binding Agreements
 Absence of Conflicting Agreements or Required Consents
 Capitalization
 5




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Compliance with Applicable Laws; FCC Matters
     6




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Litigation
 Insurance
 Real Property Leases
 7




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Tangible Personal Property
 Contractual and Other Obligations
 Liens and Encumbrances
 Environmental Matters
  8




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Taxes
  9




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Financial Statements and Conditions
 10




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Absence of Certain Changes or Events
          11




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12




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Assets of the Business
 Employee Benefits
     Employment and Labor Matters
   13




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Broker, Commission or Finders Fees
 No other Representations or Warranties by Company
 LMA
 Intellectual Property
 14




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Permits and Licenses
 Bank Accounts
 Corporate Records
 Bankruptcy
 Business of the Company
 ARTICLE 6  REPRESENTATIONS AND WARRANTIES OF SELLER INDIVIDUALLY
  Binding Agreement
 Ownership
 15




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Good Title Conveyed
 No Violation
 Bankruptcy
 No other Representations or Warranties by Seller
 ARTICLE 7  REPRESENTATIONS AND WARRANTIES OF BUYER
  Organization and Authority
   16




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Qualification
 Absence of Conflicting Agreements or Required Consents
 Litigation; Compliance with Law
 Broker, Commission or Finders Fees
 ARTICLE 8  COVENANTS OF SELLER
  Conduct of Station prior to the Closing Date
  17




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Purchase-Related Covenants
      18




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Investment-Related Covenants
         19




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Certain Post-Termination Operations
 20




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Access
 Employee Records
 Other Consents
 No Inconsistent Action
 FCC Filings
 Notification
 21




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Taxes
 Non-Solicitation
 Financial Information
 DTV Build-Out
 Modification of Certain Leases
  i ii
 22




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ARTICLE 9  COVENANTS OF BUYER
  Notification
 No Inconsistent Action
 ARTICLE 10  JOINT COVENANTS
  Confidentiality
 Cooperation
 23




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Public Announcements
 No Premature Assumption of Control.
 ARTICLE 11  CONDITIONS OF CLOSING BY BUYER
  Representations and Warranties
 Compliance with Agreement
 Third Party Consents and Approvals
 Governmental Consents
   24




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Closing Deliveries
 Inspection of Certain Purchased Assets
 Lien Payoff Letters. provided, however,
 Other Documents
 ARTICLE 12  CONDITIONS OF CLOSING BY SELLER
  Representations, Warranties and Covenants
 25




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Compliance with Agreement
 Governmental Approval
    Closing Documents
 ARTICLE 13  DELIVERIES AT THE CLOSING
 Items to be Delivered by Seller
       26




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Items to be Delivered by Buyer
 provided, i ii less
    ARTICLE 14  TRANSFER TAXES: FEES AND EXPENSES
 Expenses
 Transfer Taxes and Similar Charges
 FCC Filing Fee
 27




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ARTICLE 15  SURVIVAL; INDEMNIFICATION
 Survival
 Indemnification
    Procedures
 28




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29




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Exclusive Remedies
 ARTICLE 16  TERMINATION
 Termination
        30




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Cure Period
 Specific Performance
 Post-Termination Drag-Along Rights of Seller
      31




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Effect of Termination; Survival
 ARTICLE 17  MISCELLANEOUS PROVISIONS
 Casualty Loss
 Risk of Loss
   Further Assurances
 Assignment
 32




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Amendments
 Headings
 Governing Law and Venue
 Notices
  
  
  33




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Counterparts
 No Third Party Beneficiaries
 Severability
 Entire Agreement
 Interpretation
 The remainder of this page has been intentionally left blank
 34




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IN WITNESS WHEREOF
 By:

    /s/ Christopher J. RacineChristopher J. Racine, IndividuallyAFRICAN-AMERICAN BROADCASTING OF 
BELLEVUE, INC.By:
    /s/ Christopher J. RacineChristopher J. Racine, President 35




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FISHER BROADCASTING COMPANYBy:
    
    /s/ Colleen B. BrownName:
    
    Colleen B. BrownTitle:
    
    President & CEO
 36